Largo Announces Proposed Qualifying Transaction for New Physical Vanadium Holding Company, Largo Physical Vanadium Corp.
Largo Announces Proposed Qualifying
Transaction for New Physical Vanadium
Holding Company, Largo Physical Vanadium
Corp.
• Subject to the completion of a proposed qualifying transaction and receipt of,
amongst other things, applicable regulatory and stock exchange approvals, the
entity resulting from the transaction, which is anticipated to be named Largo
Physical Vanadium Corp. (“LPV”), will invest and hold substantially all of its assets
in physical vanadium products and provide direct investment exposure to
vanadium, a new-economy commodity aligned with the green energy transition with
use cases that include vanadium redox flow batteries (“VRFB”) and green steel
applications.
• Upon completion of the proposed qualifying transaction, LPV’s physical vanadium
holdings would be used, in part, in long duration VRFBs. As vanadium electrolyte
does not degrade when used in VRFBs, the batteries will act as secure safe-keeping
for LPV’s physical vanadium holdings. Storing vanadium in VRFBs would provide
the opportunity of generating rental revenue to offset part of the administrative
costs of LPV.
• LPV’s expected use of vanadium in VRFBs will be aligned with environmental,
social, and governance (“ESG”) principles, and is expected to enhance VRFBs’
market competitiveness regardless of the vanadium price, further driving demand
for VRFBs and the global clean energy transition through increased renewable
energy integration.
• LPV presents an opportunity for Largo to monetize its vanadium used in its VRFBs
in addition to the revenue it expects to recognize from the sale of VCHARGE
battery components to prospective customers. The substantial benefit of LPV to
Largo is expected to arrive following the sale additional VCHARGE batteries to
prospective VRFB customers.
TORONTO--(BUSINESS WIRE)--February 3, 2022--Largo Inc. ("Largo" or the "Company")
(TSX: LGO) (NASDAQ: LGO) is pleased to announce details surrounding Largo Physical
Vanadium Corp., currently a holding company, and a proposed qualifying transaction pursuant to
the policies of the TSX Venture Exchange with Column Capital Corp. (the “CPC”), a capital
pool company, the terms of which are set out in a non-binding letter of intent dated February 1,
2022 (the “LOI”). Upon completion of the proposed qualifying transaction and associated
regulatory approvals and subsequent financing, it is anticipated that the resulting entity will be
named “Largo Physical Vanadium Corp.” and will become a publicly listed physical vanadium
holding company that will purchase and hold physical vanadium, amongst other things, for use in
Largo’s VCHARGE batteries to power the global energy transition.
Upon completion of the proposed qualifying transaction (see details below), the objective of
LPV will be to provide a secure, exchange-traded investment alternative for investors interested
in direct investment exposure to vanadium. Vanadium is a new-economy material with a
constructive ESG alignment through its use in electrolyte solution in long duration VRFBs.
VRFBs are rechargeable flow batteries that employ vanadium ions in electrolyte to store
chemical potential energy. With its entirely unique chemical characteristics, vanadium
electrolyte is 100% reusable with no degradation, which allows unlimited use in long duration
energy storage systems with zero risk of thermal runaway in its aqueous electrolyte form.
Paulo Misk, President and CEO of Largo, stated: “LPV represents a substantial opportunity to
advance Largo’s long duration energy storage strategy which could make the adoption of
vanadium redox flow batteries more attractive to prospective customers by segregating the
ownership of the physical vanadium and removing the cost of vanadium to the battery customer,
which is by far the largest cost component of these batteries. We believe this value proposition
has the potential to drive future demand for our VCHARGE products going forward and create a
mutually beneficial relationship between Largo, LPV, and prospective VRFB customers.”
He continued: “Demand for long duration energy storage is fast-growing as governments and
large organizations push for net zero goals. According to the Long Duration Energy Storage
Council, long duration energy storage will have to be scaled up to ~400x present day levels to
85–140 TWh by 2040 and 10% of all electricity generated would need to be stored in long
duration energy at some point.i VRFBs have emerged as a preferred long duration renewable
energy storage system for safe and continuous energy storage over a 20+ year life cycle with
zero degradation. Driven by investor interest in direct investment exposure to physical
vanadium, LPV is expected to provide an opportunity to drive demand for long duration VRFB
systems and offer a low-cost solution to potential VRFB customers through the continuation of a
vanadium electrolyte leasing model, minimizing CAPEX requirements.”
He concluded: “Lastly, it is our belief that LPV presents an opportunity for Largo to expand
beyond its proposed production capacity in Wilmington of 1.4GWh per year through the
expected acquisition of additional vanadium units by LPV in the open market for potential use in
VCHARGE batteries. The strength of our global vanadium brand will be instrumental as we look
to finalize the required work needed to form LPV and develop its objective during what we
believe is the start of a bull market for vanadium.”
J. Alberto Arias, Co-Chair of the Board of Directors stated: “LPV, together with the completion
of the proposed qualifying transaction, represents an important strategic move for Largo, as it
combines two widely accepted concepts in the commodity markets in an innovative way: i) the
concept of a publicly traded instrument holding a physical commodity and ii) the concept of
“metal leasing” for industrial applications to reduce the input costs of commodities that do not
degrade during its use. While the success of this strategy will also be contingent, amongst other
things, on sufficient investor interest and Largo’s ability to market and sell its VRFBs, we believe
that both concepts combined and applied for the first time to VRFBs would help solve the
historical challenge of how to secure vanadium supply at an affordable and stable basis. LPV’s
ownership of vanadium units will create the potential to i) materially reduce the total cost of
Largo's VRFBs for its customers and isolate them from periods of potential vanadium price
volatility, ii) provide investors with a new vehicle to invest in physical vanadium, which we
expect to be largely stored in Largo’s VRFBs, and iii) allow Largo to monetize the vanadium
inventory that it had intended to hold on its balance sheet and rent to its VRFB customers.”
Mr. Arias concluded “We are excited for the opportunity this strategy presents to offer an
attractive cost proposal to our potential VRFB customers using the unique characteristics of
vanadium and Largo’s leading position as a low-cost primary vanadium producer in the
Americas (Brazil) as well as its unique position as the only vertically-integrated VRFB
manufacturer in the US.”
Terms of the Proposed Qualifying Transaction
On February 1, 2022, LPV entered into the LOI with the CPC. The LOI outlines the general
terms and conditions pursuant to which LPV and the CPC expect to effect a business
combination that will result in the CPC acquiring all of the issued and outstanding securities of
LPV in exchange for securities of the CPC, resulting in a reverse-takeover of LPV by the CPC.
Pursuant to the terms of the LOI, LPV and the CPC will negotiate in respect of a definitive
agreement and other transaction documentation, incorporating the principal terms of the LOI.
Upon completion of the proposed qualifying transaction, the CPC will have acquired 100%
ownership of LPV and the business of LPV will become the business of the entity resulting from
the proposed qualifying transaction. The final structure for the proposed qualifying transaction is
subject to satisfactory tax, corporate and securities law advice on the part of both LPV and the
CPC. There is no assurance that the proposed qualifying transaction will be consummated or will
be consummated on the terms set out in the LOI.
Completion of the proposed qualifying transaction is subject to a number of conditions including,
but not limited to, the completion of the Largo Contribution In-Kind (defined below), receipt of
applicable regulatory and stock exchange approvals and the execution of the definitive
agreement and related transaction documents. For a full description of conditions to the
completion of the proposed qualifying transaction, please refer to the CPC’s press release dated
February 2, 2022.
Largo Contribution In-Kind
As a condition to closing of the proposed qualifying transaction, Largo will exchange vanadium
equivalent products to LPV in exchange for common shares of LPV, on terms and conditions
that will be determined in the context of the market (the “Largo Contribution In-Kind”). The size
of the Largo Contribution In-Kind and applicable price will be based on the availability of
material and will take other market related factors into consideration at the time.
In addition, LPV will enter into an agreement with Largo for a right of first refusal over any non-
committed commercial vanadium equivalent products from January to October of any fiscal year
from Largo.
About Largo
Largo has a long and successful history as one of the world’s preferred vanadium companies
through the supply of its VPURETM and VPURE+TM products, which are sourced from one of
the world's highest-grade vanadium deposits at the Company's Maracás Menchen Mine in Brazil.
Following the acquisition of vanadium redox flow battery technology in 2020, Largo is
undergoing a strategic transformation to vertically integrate its world-class vanadium products
with its VCHARGE vanadium battery technology to support the planet's on-going transition to
renewable energy and a low carbon future. Largo’s VCHARGE batteries are uniquely capable of
supporting reliability and grid stability as electricity systems move away from fossil-fuel
generation. VCHARGE batteries are cost effective due to a variety of innovations, enabling an
efficient, safe and ESG-aligned long duration solution that is fully recyclable at the end of its
25+ year lifespan.
Largo’s common shares trade on the Nasdaq Stock Market and on the Toronto Stock Exchange
under the symbol "LGO". For more information, please visit www.largoinc.com.
Forward-looking Information:
This press release contains forward-looking information under securities legislation, some of
which may be considered "financial outlook" for the purposes of applicable securities legislation
("forward-looking statements"). Forward‐looking information in this press release includes, but
is not limited to, statements with respect to general market and economic conditions, our ability
to build, finance and operate a VRFB business, our ability to protect and develop our
technology, our ability to maintain our IP, our ability to market and sell our VCHARGE± battery
system on specification and at a competitive price, the willingness of VRFB customers to lease
vanadium in purchased VRFBs, our ability to secure the required production resources to build
our VCHARGE± battery system, and the adoption of VRFB technology generally in the market.
Forward‐looking information in this press release also includes, but is not limited to, statements
with respect to the ability of LPV to attract investors, the desire of investors to invest in physical
vanadium and to have LPV own physical vanadium stored in VRFBs, the ability to satisfy the
conditions to completion of the proposed qualifying transaction, completion and terms of the
proposed qualifying transaction, the strategy of LPV, the intention to effect certain corporate
changes in connection with the proposed qualifying transaction (including without limitation a
change of name), the Largo Contribution In-Kind, the advisory services to be provided by SCP,
and the competitive advantage provided to Largo VRFBs by virtue of LPV’s anticipated business
strategy. Forward-looking statements can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements that certain actions, events or
results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All
information contained in this news release, other than statements of current and historical fact,
is forward looking information. Forward-looking statements are subject to known and unknown
risks, uncertainties and other factors that may cause the actual results, level of activity,
performance or achievements of Largo to be materially different from those expressed or implied
by such forward-looking statements, including but not limited to those risks described in the
annual information form of Largo and in its public documents filed on www.sedar.com and
www.sec.gov from time to time. Forward-looking statements are based on the opinions and
estimates of management as of the date such statements are made. Although management of
Largo has attempted to identify important factors that could cause actual results to differ
materially from those contained in forward-looking statements, there may be other factors that
cause results not to be as anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. Largo does not undertake to update any forward-
looking statements, except in accordance with applicable securities laws. Readers should also
review the risks and uncertainties sections of Largo's annual and interim MD&As which also
apply.
Trademarks are owned by Largo Inc.
i Net-zero power: Long duration energy storage for a renewable grid | LDES Council, McKinsey
& Company, 2021
Contacts
Investor Relations
Alex Guthrie
Senior Manager, External Relations
+1.416.861.9778